SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____
FORM
8-K/A
Amendment
No. 1
Current
Report
Pursuant
to Section 13 or 15(d)
of
the
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported):
July
6,
2006 (June 28, 2006)
JAKKS
PACIFIC, INC.
(Exact
Name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of incorporation)
|
0-28104
(Commission
File Number)
|
95-4527222
(I.R.S.
Employer
Identification
No.)
|
|
22619
Pacific Coast Highway
Malibu,
California
(Address
of principal
executive
offices)
|
90265
(Zip
Code)
|
Registrant's
telephone number, including area code: (310) 456-7799
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
JAKKS
PACIFIC, INC.
INDEX
TO FORM 8-K
FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION
JULY
6, 2006
ITEMS
IN FORM 8-K
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Page
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Facing
Page
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1
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Item
4.01
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Changes
in Registrant’s Certifying Accountant
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3
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Item
9.01
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Financial
Statement and Exhibits
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3
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Signatures
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4
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Exhibit
Index
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5
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2
Explanatory
Note
This
Form
8-K/A is an amendment to the Current Report on Form 8-K filed on June 29,
2006
(the "Initial 8-K") by JAKKS Pacific, Inc. (the "Company"). The Initial 8-K
announced that the Company "determined not to continue the engagement" of
its
former auditor. The Commission, in a letter dated July 3, 2006, commented
that
the Company should have instead stated whether such auditor had "resigned,
declined to stand for re-election or was dismissed." This Form 8-K/A amends
the
Initial 8-K to clarify that the Company's former auditor was
dismissed.
Item
4.01. Change
in Registrant’s Certifying Accountant.
(a)
Previous independent registered public accounting firm
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(i)
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On
June 28, 2006, the Company dismissed PKF, Certified Public
Accountants, A Professional Corporation, as its independent registered
public accounting firm.
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(ii)
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The
reports of PKF, Certified Public Accountants, A Professional Corporation,
on the Company's consolidated financial statements as of and for
the years
ended December 31, 2005 and 2004 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting
principle.
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(iii)
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The
Company’s Audit Committee participated in and approved the decision to
change independent registered public accounting
firms.
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(iv)
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During
the years ended December 31, 2005 and 2004 and through June 28, 2006,
there have been no disagreements with PKF, Certified Public Accountants,
A
Professional Corporation, on any matter of accounting principles
or
practices, financial statement disclosure or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of PKF, Certified
Public Accountants, A Professional Corporation, would have caused
it to
make reference thereto in connection with its report on the financial
statements for such years.
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(v)
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During
the years ended December 31, 2005 and 2004 and through June 28, 2006,
there have been no reportable events (as defined in Item 304(a)(1)(v)
of
Regulation S-K).
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The
Company has requested that PKF, Certified Public Accountants, A Professional
Corporation, furnish it with a letter addressed to the Securities and Exchange
Commission indicating whether it agrees with the above statements. A copy of
such letter is annexed as an exhibit hereto.
(b)
New independent registered public accounting firm
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(i)
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We
engaged BDO Seidman, LLP as our new independent registered public
accounting firm as of June 29, 2006. During the two most recent fiscal
years and through June 29, 2006, the Company has not consulted with
BDO
Seidman, LLP regarding any of the
following:
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(1)
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The
application of accounting principles to a specific transaction, either
completed or proposed;
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3
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(2)
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The
type of audit opinion that might be rendered on the Company's consolidated
financial statements, and none of the following was provided to the
Company: (a) a written report, or (b) oral advice that BDO Seidman,
LLP
concluded was an important factor considered by the Company in reaching
a
decision as to an accounting, auditing or financial reporting
issue;
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(3)
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Any
matter that was the subject of a disagreement, as that term is defined
in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions
to Item
304 of Regulation S-K; or
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(4)
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Any
matter that was a reportable event, as that item is defined in Item
304(a)(1)(v) of Regulation S-K.
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Item
9.01 Financial
Statements and Exhibits.
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(c)
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Exhibits.
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Exhibit
Number
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Description
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| 16.1* |
Letter
from PKF, Certified Public Accountants, A Professional Corporation,
to the
Securities and Exchange Commission dated July 6,
2006.
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-----------------------------
*
Filed
herewith.
4
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Dated:
July 6, 2006
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JAKKS
PACIFIC, INC.
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By:
/s/
Jack
Friedman
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Jack
Friedman
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Chairman
and Chief Executive Officer
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5
Exhibit
Index
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Exhibit
Number
|
Description
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| 16.1* |
Letter
from PKF, Certified Public Accountants, A Professional Corporation,
to the
Securities and Exchange Commission dated July 6,
2006.
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-----------------------------
*
Filed
herewith.
6
Exhibit
16.1
July
6,
2006
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
DC 20549
Commissioners:
We
have
read the statements made by JAKKS Pacific, Inc. which we understand will be
filed with the Securities and Exchange Commission, pursuant to Item 4.01 of
Form
8-K, as part of Amendment No. 1 to Form 8-K of JAKKS Pacific, Inc.
dated July 6, 2006. We agree with the statements concerning our Firm in such
Amendment No. 1 to Form 8-K.
Very
truly yours,
/s/
PKF,
Certified Public Accountants, A Professional Corporation